2012125113039im-trading approval-4.12.12 FOCUS.pdf

8/14/2019 2012125113039im-trading approval-4.12.12 FOCUS.pdf

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FOCUS INDUSTRIAL RESOURCES LIMITED

INFORM TION MEMOR NDUM

For Focus Industrial ~ s o u r c e s LtdJ ~ I

i::y x.u / ,; \ : \ /\\ irector


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FOCUS INDUSTRIAL RESOURCES LIMITED

COMPANY LNFOR ATION, BO ARD OF DIR ECfORS.. Mr Pradeep Kumar Jindal and(Managing Director Chairman)Mr. S.K DashMrs. Madhvi BhatnagarMr. Ashok Kumar GuptaCOMPANY SECRETARY ANDCOMPLIANCE OFF ICERMs Silky Kapoor

Reglstered Office CorporateOffice

104, Mukand House,Commercial ComplexAzadpur, Delhi-110033Ph. 91-11-43619333,Telefax: 91-11-46589333Email [email protected]: www.focuslimited.in Regl trars & transfer AgenBeetal Financial &Computer Services P) LtdBeetal House, 3rd Floor, 99Near Dada Harsukh DasMandir, New Delhi-110062Email: [email protected] Regn No. INR000000262

or ocus Industrial Reso ree s Ltd.
mailto:[email protected]:///reader/full/www.focuslimited.inmailto:[email protected]:[email protected]:///reader/full/www.focuslimited.inmailto:[email protected]


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INFORMATION MEMORANDUMFOR LISTING OF 12194199 EQUITY SHARES OF RS 10 EACH

FULLY PAID UP

GENERAL RISKInvestment in equity and equity-related securities involve a degree of risk andinvestors should not invest in the equity shares of Focus Industrial Resourceslimited unless they can afford to take the risk of involved in their investment.Investors are advised to read the Risk Factors carefully before taking aninvestment decision in the shares of Focus Industrial Resources l imited. Fortaking an investment decision, investors must rely on their own examination ofthe Company including the risks involved.LISTING

The existing Equity Shares of the Company are listed on the Delhi StockExchange limited New Delhi and Calcutta stock Exchange Limited Kolkata. Nowthe Company proposes to list the equity shares of the company on the BombayStock Exchange Ltd. (BSE). An application is being made along with theinformation memorandum to BSE seeking listing.

GENER L INFORMATIONMAJOR EVENTS IN THE HISTORY OF THE COMPANY IS AS FOLLOWS:The Company was incorporated as FOCUS INDUSTRIAL RESOURCESLIMITED on 27th June, 1985 under the Companies Act, 1956 obtained the28 tCertificate of Commencement of Business on June, 1985 from theRegistrar of Companies Delhi Haryana. t was incorporated with the object ofLoans Investments.The registered office of the Company was changed from 407 Kundan Bhawan,Commercial Complex Azadpur Delhi-l l0033 to 104 Mukund HouseCommercial Complex Azadpur Delhi- 110033 on 25 t January 2002.The Company made its first public issue of total amount 4 99 993 equityShares of Rs 10/- each at par out of which 1 99 993 equity shares wereallotted on 18t May 1989 3 00 000 equity shares were allotted on 2nd June,1989 with the successful issue and the Company Equity Shares were listed atDelhi Stock Exchange.

Subsequently in the Year 1990 March 16th the Company came up with Rightissue of 5, 00 000 equity Shares fully subscribed.or ocus 1ndustrial RespUices Ltd .

. , cr~ l ~ l /irector


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On 10th

After that two preferential allotments were successfully held, one was on 31

August, 1998, Company is hereby granted Certificate of Registrationto commence the business of Non-Banking financial Institution byReserve Bank of India.

st

To improve the market price of stock and to increase the revenue of

shareholders, on 27

October, 1998 of 1, 50,000 equity Shares which was listed on Delhi Stock

Exchange and another was on 24 June, 2002 of 27, 50,000 equity Shares.Preferential allotment of 2, 75,000 was not listed on Delhi Stock Exchangedue to some technical discrepancy.

th April, 2010 Merger of Instant Travels and Tours Pvt.Ltd., Parsandi Leasing and Finance Pvt. Ltd. and Lord Shiv Investment andTrading Co Pvt Ltd with Focus Industrial Resources Ltd. was done andsimultaneously equity share capital of Focus Industrial Resources Ltd wasalso reduced.

The Company has executed Agreements with NSDL and CDSL for itssecurities in Demat form. Tripartite agreements have been signed betweenthe Company, the Registrar and CDSL and NSDL. The ISIN No. allotted tothe Company is INE603E01023.

DEMAT CREDIT

Investors may contact Registrar and Transfer Agent or Compliance officer incase of any query / difficulty in dealing with the securities of the company.

Beetal Financial & Computer Services Private Limited

REGISTRAR AND SHARE TRANSFER AGENT

Add:-Beetal House, 3rd Floor99 Madangir, Behind Local Shopping Centre,Near Dada Harsukhdas Mandir,New Delhi - 110062

Phone 91-11-2996 1281(Six Lines)

Fax 91-11-2996 1284

Email [email protected],[email protected]

Equity Shares of the Company are proposed to be listed and to be traded onBSE. Such admission for trading will be subject to fulfillment by the Companyof listing criteria and subject to such other terms and conditions as may beprescribed by BSE at the time of the application by the Company seekinglisting.

LISTING OF EQUITY SHARES ON BSE:

Eligibility Criterion: The Company is submitting its Information Memorandum,for listing of Equity Shares under new norms for direct listing for the
mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]


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companies already listed on other recognized Stock Exchange and it containsinformation about the Company, making disclosures in line with thedisclosure requirement for public issues, as applicable, to BSE for making thesaid Information Memorandum available to public through their website viz.www.bseindia.com.PROHIBITION BY SEBI:The company, its directors, its promoters other companies promoted by thepromoters and companies with which the company's directors are associatedas directors have not been prohibited from accessing the capital marketsunder any order or direction passed by SEBI.GENER L DISCLAIMER FROM THE COMPANY:The Company accepts no responsibility for statements made otherwise thanin the Information Memorandum or any other material issued by or at theinstance of the Company and anyone placing reliance on any other source ofinformation would be doing so at his or her own risk. All information shall bemade available by the Company to the public and investors at large and noselective or additional information would be available for a section of theinvestors in any manner.LISTINGApplication is being made to BSE for permission to deal in and for an officialquotation of the Equity Shares of the company. The company has taken stepsfor completion of necessary formalities for direct listing of its shares andcommencement of trading at the Bombay Stock Exchange.REGISTRAR OF COMPANIESNCT of Delhi Haryana, 4th Floor, IFCI Tower,61, Nehru Place, New Delhi - 110019STOCK EXCHANGES WHERE COMPANY IS LISTEDDelhi Stock Exchange Ltd.,DSE House-3/1 Asaf Ali Road,New Delhi 110002The Calcutta Stock Exchange Ltd.7, Lyons Range, Kol kata-70000 1uditors

M.M. Goyal Co(Chartered Accountants208, Allied House 2, OldRohtak road, Inder LokDelhi-l10035 For Focus Industrial Resources Ltd.Bankers to the CompanyJCrcl. Bank Model Town-IIIDelhi-I 10009.
http:///reader/full/www.bseindia.comhttp:///reader/full/www.bseindia.com


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ision , .We aspire to become a pioneering and forward-looking organizationthat is collaborative, innovative and resp'onsive to the financial changingfinancial needs of our clients.


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, .Core } a{ues

Our Core values are influenced by our past, tempered by our present, and will shape our future. They 'arean amalgam of what we have been, what we are and what we want to be.

1. Commitment - Commitment to roll great product, service and other initiatives that impact lives bothwithin and outside the organizatiol1 .2. alance - Maintaining Healthy life and work balance for workers.3. Co unity - A sense of responsibility and contr bution to society that define our existence .4. onsistency - Be consistent in offering the best for wonderful experience.5. Ef ficiency - Being efficient and effective in our approach to give best solution each time.6. Innovation - To come out with new creative ideas that have the potential to change the world .7. Quality - Giving the best and unmatched results for all round satisfaction.8. Service Excellence - Giving the best and world class service and achieving excellence each passingday.


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ur13usinessInvesting :When you invest with us, we ensure your money is not just in safe hands; it also works to your advantage.We help you invest wisely through our financial and investment services.You would definitely profit from our expertise .Financing:At FIRL, it is our endeavour to support you as you grow from strength to strength and scale the ladder ofsuccess. We bring you our services that are tailor made to suit your requirements.Leasing:FIRL is focusing on Leasing Business. This business is the strongest and backed y experienced educatedand dynamic professionals.We are into business which builds on trust and long term relationship.

Hire Purchase:FIRL also offers hire purchase services which are simple and highly flexible according to customers' needs.We allow you to spread payments over a specific period.Through our Hire Purchase we can help your business purchase and any type of business asset.


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oardof Directors>

OurManagement is vestedwith the chargeo generalsupervision,di rectionandmanagemento theoperationso ourcompany.Theprimaryresponsibilities o the oardof Directors includes:

Overseeinghighstandardso corporategovernanceandcompliancewithvariouslaws.Overseeingourfinancialmanagementandapprovingvariouslineso bu siness. Shapingourpoliciesandprocedures . Monitoringourperformanceandevolvingthegrowthstrategy. Settingupcounter-partyandotherprudentialriskmanagementlimits.

I oard of Directorsr PradeepKumar

Mr.SantanuKumarDashMadhviBhatnagar

Mr.AshokKumarGuptaMs SilkyKapoor C

DesignationManagingDirector

DirectorDirectorDirector

_o_mp_anySecretary


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' ' 'r

/

o r of irec tor -'Mr. Pradeep Kumar Jindal Managing Director)Mr. Pradeep Kumar Jindal, aged 52 years, is the promoter and the Managing Director othe Company. His expertise lies in managing operations in a large business environment,formulating business strategies and identifying new markets . He has over 20 years ovaried rich experience and had also practiced as Income Tax Practitioner for over 5 years.He is Masters in Business Administration (MBA) and a graduate in commerce. Mr. Jindalhas been the driving force behind the FIRL expansion.

Mr. Santanu Kumar Dash Director)Mr. Santanu Kumar Dash, aged 41 years is an independent director o the Company. Heis post graduate in Commerce and has over two decades o work experience in the Non-Banking Finance Company and had also worked as Income Tax Practitioner for over 5years .

Mrs. Madhvi Bhatnagar Director)Mrs. Madhvi Bhatnagar, aged 47 years is an independent director o the Company. Shehas experience o more than 10 years in the field o Finance. She is also the member othe Audit Committee and the Shareholders Grievance Committee .

Mr. Ashok Kumar Gupta Director)Mr Ashok Gupta , aged 59 years is an independent director of the Company. He is a LawGraduate. He has a diversified experience as Engineers & Contractors. He is recognized forexcellent people management and team building abilities besides infusing the spirit of actionand a result oriented work culture. He is a firm believer in value based strategies.


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J {istory MiCestonesThe history of Focus Industrial Resources Limited has been a history of continuous ascent. Listed beloware the important events and milestones in the story of Focus Industrial Resources Limited.

Year ajor Events Milestones27m June, 1985 Incorporation of Company28m June, 1985 Commencement of Business :2

nG

June,1989 First Public issue of 4,99,993 Equity Shares of 1 1 each at par and shareswere listed on Delhi Stock Exchange Limited16 m March, 1990 Right issue of 5 00,000 Equity Shares31 5 Oct, 1998 Preferential Allotment of 1 50,000 Equity Shares131 l Nov, 2001 Tripartite agreements signed between the Company, the Registrar and CDSLfor admission of its securities in the depository s t m20m Dec, 2001 Tripartite agreements signed between the Company , the Registrar and NSD Lfor admission of its securihes in the depository system25l l Jan, 2002 Change of Registered Office to 104, Mukand House, Commercial Complex ,Azadpur, Delhi - 11 3324,r June, 2002 Preferential Allotment of 27 50,000 Equity Shares27 Apri l,2010 Merger of various Private Companies with Focus Industrial Resources Ltd. inorder to enlarge the business of Company and to increase the General

I Reserves21 s December, 2010 Issue of Certificate from Delhi Stock Exchange Limited for Compliance of

Listing Agreement up to the Quarter ended 30 t September, 201013 r August, 2011 Issue of Bonus Shares of 8129466 Shares of Rs.10 each Io the existingshareholders on 13th August, 2011 in the ratio of 2:1.6m March, 2012 . Listed on Calcutta Stock exchange on 6th March, 2012


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ocfe on fu t.ode o ondu ct o ocus Industrinl Ltd.h iloso ph

The Company shall be committed to the adoption of such corporate governance practices which ensureaccountability of management on the one hand and maximisation of shareholders value on the other hand. Wewould progressively strive to lay down adequate control systems and governance structures for protecting andfurthering the interest of our stakeholders.Natio al nterestThe Company shall be committed in all its actions to benefit the economic development of the country in which \toperates and shall not engage in any activity that would adversely affect such objective. t shall not undertake ahyproject or activity to the detriment of the nations interest or those that will have any adverse impact on the socialand cultural life pattern of ,ts citizens The Company shall conduct its business affairs in accordance with theeconomic development, foreign policies , objectives and priorities of the nations government and shall strive tomake a positive contribution to the achievement of such goals at the international ,national and regional level asappropriate.ShareholdersThe Company shall be committed to enhance shareholder s value and comply with all regulations and laws thatgovern shareholders right . The Board of Directors of the Company shall duly and fairly inform its shareholdersabout all relevant aspects of the Company s business, and disclose such information in accordance With therespective regulations and agreements. Employee policies and practices shall be administered in a manner thatensures that in all matters equal opportunity is provided to those eligible and the decisions are merit-based .Transparency and AdaptabilityAll Company employees shall ensure that their actions in the conduct of business are totally transparent exceptwhere the need of business security dictate otherwise. Such transparency shall be brought about throughappropriate poliCies, systems and processes, including as appropriate , involvement o more than one manager inrecording decision logic and maintaining supporting records . All managers shall voluntarily ensure that their areasof operation are open to audit and the conduct of their activities are totally auditable.


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.{/ 'Dealings with people in the organization

In dealing with each other, employees will uphold the values which are at the core of our HR Philosophy - trust,teamwork, mutuality and collaboration , meritocracy, objectivity, self respect and human dignity Indeed, thesevalues will form the basis of our HR management systems and processes. In areas such as selection andrecruitment, meritocracy will be the only criterion and all managers will scrupulously avoid considerations otherthan merit and suitability. Performance management systems including appraisals, remuneration and rewards willfocus on meritocracy , equity and upholding of Companys values and ethics.Financial reporting and recordsThe Company shall prepare and maintain its accounts fairly and accurately in accordance with the accounting andfinancial reporting standards which represent the generally accepted guidelines , principles, standards, laws andregulations o the country in which the Company conducts its business affairs. Internal accounting and auditprocedures shall fairly and accurately reflect all of the Company s business transactions and disposition of assets.All required information shall be accessible to Company s auditors and other authorised parties and governmentagencies . There shall be no willful omissions of any company transactions from the books and records. Any willfulmaterial misrepresentation of and/or misinformation on the financial accounts and reports shall be regarded as aviolation of this code, apart from inviting appropriate civil or criminal action under the relevant laws.Public representation o the Company

IThe Company honors the information requirement of the public and its stakeholders. In all its public appearancewith respect to disclosing Company and business information to public constituencies such as the media, thefinancial community, employees and shareholders, The Company shall be represented only by specificallyauthorised directors and employees. It will be the sole responsibility o these authorised representatives to discloseinformation to the concerned public.Political non alignmentThe Company shall not support, directly or indirectly, any specific political party or candidate for political office. TheCompany shall not offer or give any Company s fund or property as donation, directly or indirectly, to any specificpolitical party, candidate or campaign.Ethi l conductEvery employee of the Company, which shall include a whole-time director and the managing director shall deal onbehalf of the company with professionalism, honesty and integrity, as well as high morale and ethical standards .Such conduct shall be fair and transparent and be perceived to be as such by third parties.Regulatory complianceEvery employee of the Company shall, in his or her business conduct, comply with all applicable laws andregulations, both in letter and in spiri t,in all the territories in which he or she operates. If the ethical andprofeSSional standards set out in the applicable laws and regulations are below that of the code, then thestandards of the code shall prevail.CompetitionThe Company shall compete only in an ethical and legitimate manner. It prohibits all acIJons that are anticompetitive or otherwise contrary to laws that govern competitive practices in the market place.Concurrent employment

n employee o the Company shall not, without the prior approval o the managing director of the Company,accept employment or a position of responsibility (such as a consultant or a director) with any other Company, norprovide freelance services to anyone. In the case of a whole-time director or the managing director, such priorapproval must be obtained from the Board of Directors o the Company.


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- '4r/ 'Protecting Company s assets

The assets of the Company should not be misused but employed for the purpose of conducting the business forwhich they are duly authorised. These include tangibie assets such as equipment and machinery , systems,facilities, materials, resources as well as intangible assets such as proprietary information, relationship withcustomers and suppliers, etcIntegrity o data furnishedEvery employee of the Company shall ensure, at all times, the integrity of data or information furnished by him orher to the Company.Policy against Insider TradingInsider Trading is prohibited by both law as well as by the Company policy. Insider Trading generally involves theact of subscribing or buying or selling of the Company 's securities, when in the possession of any unpublishedprice sensitive information about the Company. t also involves disclosing any Unpublished Price Sens itiveInformation about the Company to others who could subscribe or buy or sell the Company's securities . InsiderTrading invokes severe civil and criminal penalties not only on the insider but also on the Company in certaincircumstances under the Securities and Exchange Board of India (SEBI) Act, 1992. Price Sensitive Information isthat information which relates directly or indirectly to a Company and which published is likely to materially affectthe price of securities o a Company. It is important to note that both positive and negative information could beprice sensitive. Employees are encouraged to follow the Insider Trading Code at all times. Punishment for violationcan include wage freeze, termination and even a criminal offence resulting in a fine or penalty.Confidential information/publicityNo employee shall disclose or use any confidential information gained in the course o employment with theCompany for personal profit or for the advantage of any other person. No employee shall provide any informationeither formally or informally to the press or to any other publicity media unless specifically authorised to do so .Disciplinary actionsThe Company will take appropriate action against any employee , agent, contractor or consultant whose actions arefound to violate these policies or any other policy o the Company. Disciplinary actions may include immediatetermination o employment or business relationship at the Company's sole discretion. Where the Company hassuffered a loss, it may pursue its remedies against the individuals or entities responsible. Where laws have beenviolated, the Company will cooperate fully with the appropriate authorities. Every employee shall be responsible forthe implementation of and compliance with this code in his professional environment. Failure to adhere to the codecould attract the most severe consequences, including termination of employment. Every employee of theCompany shall promptly report to the management any actual or possible violation of this code , or an event he orshe becomes aware of that could affect the business or reputation of his/her or any other group Company.AccountabilityThe Board of Directors (BOD) shall oversee the Company's adherence to ethical and legal standards . Allemployees and the members o the BOD shall undertake to stop or prevent actions that could harm customers, thesystem or reputation of the Company.


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Coryorate Socia{nesyonsibiatyCOrl Orate ocial Responsibility S ) is the building block of the social pillar o sustainability. Withindustry leadership come important responsibilities. As we grow we understand the importance of givingback to society which is a core element of our corporate va tues. An essential component o our corporatesocial responsibility is to care for the community . We endeavor to make a positive contribution to theunderprivileged communities by supporting a wide range of socio-economic educational and hefllthinitiatives. Our Company is committed to developing its business towards ecological social and econornicsustainability. All o these are recognized as shared responsibilities within the Group. enabling thecontinuous improvement o its operations. The ultimate objective is to see that each business decision takesinto account its social impact and accordingly plans an intervention to mitigate the impacts arising out o thatdecision. It is equally important to ascertain that every activity done under CSR makes a socially responsiblebusiness sense.


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Capital evolutionAuthorized Share CapitalThe present authorised share capital of the Company is Rs 12,50,00,000divided into 125,000,00 equity shares of Rs 10 each. The Authorized EquityShare Capital of the Company has been built-up s per the details given below:

Date CumulativeNumber ofShares

AuthorizedCapital

Rupees)

Issued and Paid-up Share CapitalThe present issued subscribed and paid-up share capital of the Company isRs 121941990 divided into 12194199 equity shares of Rs 10 each. Theshares of the Company has been subscribed and allotted as under:

Date of I No. of EquityAllotment eratio

Nature ofAllotment

No. of EquitySharesCumulativeshares

iI. A t t h ~ m e 7--- -101-

FaceValue(Rs)

Issue Price.Tc :onS id(Rs)

- 7 0 - 1 - - c a s h 1 s u b s ~ ~ ~ 7I n c o ~ o c a t ; o I I I e ~ : ; : a n d I

Cumulative CumCapital ulativ(Rs.) eShar

e

7Premium IRsU

I II Issue Ir-02-5u-n--8gT 3 00 000 I 10 -30 -00 000 Cashl - Public -t----5 OO,OOo :I 1 6 - M a r - 9 Q i l ~ ~ ~ . - - 10 5 0 ~ 6 Q : : 6 6 6 : -Cash-I 31-0ct-98 1 50 065--1 10 i 15 00 000 Cash Preferential 11 50 000

I I I Allotment . ~I 24-Jun-02 I 27 50 000 I 10 2 75 00 000 Cash TPreferential I 39 00 0001 39000000 1 = 1f-2i=-Af;r-iol 27 50 ooor 1 - - - - - - + - = - + f ~ d ~ ~ h - l l ~ 5 0 , O O O i0 1 1 5 0 0 0 0 0 - t - 0I 23-Jul-l0 l 91J3 662 10 19 17 36 620 ~ o f C a p i t a lursuant to 2 03 23 662 1 ~ 1 1ther 203236620than Scheme of

Cash Arrangement of

Amalgamat

[- 2 ~ 1 - 1 0 I J : ~ ~ ~ t i _-,1,--,,0_-,-- ___ - - - - - + - - = - - ~ u r . t u o ; ~ t _ f r J U 4 0 1 6 4 , 733 0 6 4 7 3 3 0 ~ : - - JI- For FocUS ' n - - f , ~ i 5 ' ; ; l . . . -. \l ,, \. \ /

\ ' \ \ \: Director

5000000 -

R i g ~ t S ~ ~ ~ - l o O Q J I L < L 1 1 6 0 6 0 0 0 0 ~ I 1 1 5 0 0 0 0 0 ~ I


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Scheme ofArrangeme Int ofAmalgamation (80%Reductionof Capital

andTransfer tosharePremiumAccount)13-Aug-ll 81,29,466 0 I 8,12,94,660 In lieu Bonus 121941990,21,94,199I of SharesExistin Allotted inthe ratio 9I i Shares of2: 1 I

COMPANY INFORMATION:! Year Major vents Milestones II 27th June, 1985 incorporation of Company28t June, 1985 Commencement of Business2nd June,1989 First Public issue of Total amount 4, 99,993 equityShares of Rs. 10/- each at par out of which 1,99,993

equity shares were allotted on 18.05.1989 & 3,00,0000equity shares were allotted on 2nd June, 1989 and sharewere listed on Delhi Stock Exchange

16th March, 1990 Right issue of 5, 00,000 equity Shares.10th Aug, 1998 Company is hereby granted Certificate of Registration tocommence the business of Non-Banking financialInstitution by Reserve Bank of India31 st Oct, 1998 Preferential Allotment of 1, 50,000 equity Shares

I 13t Nov, 2001 Tripartite agreements signed between the Company,the Registrar and CDSL for admission of its securities inthe depository system20 t Dec, 2001 Tripartite agreements signed between the Company,.the Registrar and NSDL for admission of its securities1he depository system .

i 25 th Jan, 2002 Change of Registered Office to 104, Mukund House,Commercial Complex, Azadpur, Oelhi- 110033 . .24th June, 2002 Preferential Allotment of 27, 50,000 equity Shares27th April, 2010 Merger of Instant Travels and Tours Pvt. Ltd., ParsandiLeasing and Finance Pvt. Ltd. and Lord Shiv Investmentand Trading Co Pvt Ltd with Focus Industrial ResourcesI Ltd. and reduction of capital of Focus IndustnalResources Ltd. i24 ; t ; h-S-e-p-te-m-b-e-r,----1r--L-i-st-in-g-o-f3834733 Equity Shares of Rs. 10/ each I

i 2010 ursuant to Scheme of Amal amation. .I 18th July, 2011 . Approval on EGM a sum of Rs. 8,12,94,660/- c ~ a p i t a . c I i z ~ e d : 1 out of the amount standing to the credit of the Share, IPremium Accountt-1-6--c.thC--A-u-g-u-s-t,--- -.Allotment of 8,12,94,66 Equity shares as Bonus Shares I

Irector


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[2011 I inthe ratio 2 (two)-new-Equity S h a r e s f o ~ r - e v e r y 1 (one) Ii . ,Equity h a r e b l d ~ ~ them o n t ~ ~ g c o c 9 _ D a t e _ ~ _ ~i 3rd November l Listing Approval for 8,12,94,66 Bonus Equity Shares inJI 2011 the ratio of 2: 1 to the Existing Shareholders of the, I company. . .L1:JlMarch, 2012 I Listed on Calcutta Stock exchange o l l ~ ~ t b _ I 1 a r c h , 20 lL J

Change in the Registered Office during last three years: No Change inthe reg isteredoffice

. 1~ ~ ~ a t e I From I To Remarks ~ _I --------------No Change in the registered office------------- .

I ~ ~ ._._1_ J


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"HJ EXURE I Ise nll ( ' O l : ~ SCRIP N.Al- E : f CC US :N DUSTRIAL RES OURCES LTD SCF IP TYPE EQUITY

1I ) (A E J ~ E n T SHOW N SHAREEOLDING PATTERN AS au 9 1 0 2 0 1 ~

ICATE -1 CATEGORV q r NUMBlm OF TOTAL NUMBER Of I SIlJ\I\EHO LOItIG AS I SHAP.ES PLEDGED OR IIGORY I H A R E H O L ~ E I \ S SHAREHOLDERS NUHB ER OF SHARES HELD IN IA ~ ' 1 ' OF TOTA!.J OTHER,n SE l;CUHSERED IICODEII

III

SHARES DEloATERII\L I ZEDFOI.V,

II NUM lE1 oAS A OF SHARE SII AS A IIIllUMBER OF I 1\5 A IIII I I PEECE IHAGE I FERC EIIT I\GE I SHARE S I PERCENTAGE II I I OFIMS I OFIA+B+C) I I II I I I I I I1 LAJ 1SHAREHOLDI NG OFIPROMOTER AND II II 1I 1I 1IPROMOTER GROUP I I 1

I I I I INDIA!!1 NDI Vlo tJJU S/ 141 71459 50 I 7 14595 1 8 .60 I 58.60 I 0 1 o. 00 1IHINDU UN DIVIDED I I I IIFAMI LY I 1 1 I 1 I 11

I IB !CENTAA L I o! 0 0.00 I o. ! 0 1 0 . 00 1I ~ O V E ~ N 1 / S T I \ T E I 0 1 I I II IOVERlIl"NT (S) I I 1 III ICI I BODIES CORPORATE I a I 0 1 0 1 o. 00 o. 00 1 0 1 o . 00 I1 II 101 I FI W\lIC AL I aI 0 1 01 o. 00 aI 0 . 00 I0 .0 0I1 N ST ITUTIONS/ 1 I I 1 I I I! ! ! ! !

IE) IANI' O'fIIER I I I 1 I I I IIOIRECTORS & THEIRI 0 1 0 1 a 0,00 1 0.00 1 0 0. 00 1IReL.\TI VES I 1 I I I I I IISOCIETI ES I 0 1 0 1 0 1 0.00 1 0.00 1 0 1 0. 0 0 1I PARTNE RS HI P f I I'.':s1 01 0 1 0 1 0 . 00 1 0 .001 0 1 0 .0 0 1I 0 1 0 1 0 1 0.00 1 0 .001 0 1 0. 00 1IEM P,WE:LFARE Fun D I 0 1 0 1 0 1 0 . 00 1 0 . 00 1 0 1 0.00 1IEsaPtS os I 0 0 1 a 0. 0 0 1 0 . 00 1 01 0. 00 1ITRUSTS I 01 01 0 1 0.00 1 0. 0 0 1 01 0.00 1I I I I I I I I II I I I I I I I IISUB-TOTAL (AI (I) I 141 71 59501 71459 50 1 58 , 601 58 . 60 1 0 1 0. 00 1

I.2 i(1\ )

IIII INDIVIDUALS

I1- jNONIII III0 1 III0 1 I1I0 III0 . 001 III0 1 III0. 00 1

I- RESIDEtI,.I NOlllll>u t2il

II

II

I1

II

II II II III I twI . H O I V t D U " ' L ~ II II II II II II I I1. ! I I I I 1 I I


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S RIP CODE SCF IP NAl1E FCCUS INDUSTRIAL RESOURCES LTD S RIP TYPE E Ql1ITYI . I - . I(BI IBOD I ES CORPORATE 01 01 01 0.001 0.001 01 0 .00I I I I I(e) ImSTIT'JATIO S 01 01 01 0.001 0.001 01 0 .00

(0 1 ICUALIFIED FOREIGN II INVESTOR I 01I 01I 01I 0.001I 0.001I 01I 0 .00

(EI IANY OTtiER I I I I IIDIRECTORS THEIR 01 01 01 0.001 0.001 0 .00I RELATIVES I I I I IISCCIETIES 01 01 01 0.001 0.001 0 .00IPARTl


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SRI P O E SCRIP NAME fOCUS INDUSTRIAL RESOURCES LTD SCR IP TYPE ECUIT Y(2) I N S T I ~ U T I t l S I I I I I i

I I I I I I I IA IHODIES CORPORATE 10 1 164161 164161 0.13 1 0.13 1 0 1 0 .0 0 1B) II INDIVI DUALS II II II II II II II11. I m I V I D U h J 359 276418 1 276418 1 2.27 1 2.271 0 0 .00 1

II

SHAREHOLDERSHOLDING

II II II II II II III NOX kL SHARE I I I I I II CAPI TAL UPTORS . 1 LAKH II II II II II II II1 1 I I I I III lIDIVIDUAL

I SHAREHOLDERSI HOLD I NGI N nJA L SHARE

65 1III

430 019 11I

43 00191 1II 3'5 . 2 6 1III 35.26 1II 0 1III 0 .00 IIIII CAPIT AL I I I I 1 I I I I III EXCESSS . 1 LAKH OF II II II I II II II

Ie ) IcUALIFIED FOREIGNI 0 1 0 1 01 0. 00 1 0 .001 01 0. 0 0 1,Il IVESTORI II II II II II II II II(D) IANY OTJiER I I I I I II TRU STS I 01 0 1 0 1 0.001 0 . 00 1 01 0 . 00 1I DIRE CTORS THE IRI 0 1 0 1 0 1 0.001 0.00 1 0 1 0. 001I RELATIVES I I I I I I I IIFOREIGN tlA.TIONALSIIESC RCI< ACCOUNT I 0 10 I 0 1a I aaI 0 . 001o. 00 I 0 .00 1o. 00 I 0 1a I 0. 00 10.00 I11ARKET l


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INTRODUCTORY SUB-TA.BLE I J (A!SCRIP CODE SCRIP IIA)


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SCRIP CODE: SCRIP NAME: FOCUS INDUSTRIAL RESOURCES LTD SCRIP TYPE : EQUITY(I) (B) STATEl-tENT S H O ~ I HOLDING or SECU RITI 'ES (INCLUDING SHARES, W R R N T S ~ CCtNERTIBLE SECURITIES) OF PEp.smJS BELCNGIUG TO THE CATEGORY PROMOTER AND PRO;'{OTER GROUP

I I 1 I I .I SRL. NAME OF THE Sf!AREHOLDER DEThILS OF Sf!ARES ISHARES PLEDGED OR OTHERWISE ENCUMBERED I DETAILS OF WARPANTS I DETAI LS OF C O ~ ~ J E P . T I B L E ITOTAL SHARES I m e L IINa. HELD I ISE CURITIES I-UDII'G IJNDERLYING I

II I I I SHARES ASSU:J,IlIG I

I EULL CWVERS ION OF II"ARRANTS AND CONV- I

I I IERTJBLE SECURITIES) I1 I II I lAS A OF DILUTED II I 'I SHARE CAPITAL I

NUMBER OFI1\S A - OF I NUMBE R I AS A I AS \ Of NUXl\ER OF lAS A ' I NUl1BER OF lAS A , OF TOTALSHARES I GRAND TOTAL I PERCENTAGE IGRAlID TOTAL WARRAlITS TOTAL I CCIJVERTIBLE NUJ.IBER OFHELD 1 I I I IM B TC) OF IHEL D NO OF ISE CURITl"ES ICCllVERTIBLE

I I I I SUB- CLAUSE I IWARRANTS IHELD I SECURITIESI I I I I ( I ) (A) I 10 F THE I 10F THE S A ~ EI I I I I I I SAME I I CLASSI I I I I I I CLASS I II I I I I I I I I

11AANCHAL J INDhL 29, )01 0. 02 1 01 0. 0 0 1 0.001 I 12 We"TA J IlIDAL 10689 1 0 . 09 0 0. 00 1 0 . 0 0 I3 1PRADEEP KU:-IAR JINDAL (3) 298 811 0 . 251 01 0 . 001 0 . 0 0 1 I I41SATISH JAI N 4830001 3 . 961 0 1 0 .00 1 0 .0 0 1 I I5 1SHOBHA JAW 5850 00 4. 80 1 0 0 .00 1 0 .0 0 1 I61sATENDER KU 1AR JAIN 585000 1 4.801 0 1 0. 00 1 0 .00 1 I I71cHETAN JAIN 5850 001 4. 801 0 1 0. 0 01 0 . 001 I81TRISHLA JAIN 58800 0 1 4. 82 1 0 0 .00 0 .00 1 I I9 SAT ENDER KUMAR JA IN 588 000 1 01 0 . 001 0. 0 01 I I

10 IAN.AJlD KUHAR JA I N 997 500 1 8. 1 a l 0 1 0 . 001 o . o o I11 RENU J AIN 9975001 8. 1 8 1 0 1 0 . 001 0. 0 012Is .K. J AIN 16 93 0 89 01 0 .00 0 .00

TOTAL 7145 9 50 1 58 . 601 0 1 0. 00 1 0 . 001I I I 1 I

1 ) te ) [I STATEMENT SHeW I NG HOLD ING Of SECU RITIES (HI CUL: DING SHARES,WARRA11TS,CONVE RTIBLE SECURITIES) OF PERSONS BEL ONGING T THE CATEGORY PUBLIC A.a fDHOLDlr 'G MORE THAN 11 OF THE TOTAL NW-SER OF SHARES"

iS RL I NAlIE OF THE SHAREHOLDER llUXBER OF iSHARES AS A PERCENTAGE OF I onAI L S O i OETAILS OF N V E R T I B L ~ ~ 1 A . l . SHARES (I NCL IINa . SH ARES I TOTAL 11m


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SCRIP CODE : SCRIP NAME : FOCUS INDUSTRIAL RESOURCES LTD SCRIP TYPE : - EQUITY( II el II) STATEMENT SHO WING HOLDI NG OF SECURITIES (INCULDING SJlARES,WARRANTS,CONVERTIBLE SECURITIES ) OF PE PSON Si (TO 3ETHEP. WITH PAC) BELOtIGING II O THE CAT EGORY

5 11PUBLIC AND HOLDIUG MORE TBAl i OF THE TOTAL NUMBER OF SHARES OF THE CCf.l:P AUY

i SRL. I I l ~ E Of THE SHARE HOL DER llUl


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FOCUS. INDUSTRIAL> RESOURCES LTD.Since 1985)

TOP 10 SHAREHOLDERSS.no Client 10/OP 10 Name &Address of Shareholder No. of Shares ofHolding1. 10488942 S.K.JAIN 16,93,440 13.8873

IN300118 H.NO-1443SECTOR-14FARIDABADHARYANA121002

2. 11309496 SATENDERKUMARJAIN 1173000 9.6193IN300118 A24/A

KAILASH COLONYNEWDELHI110048

3. 10488933 ANANDKUMARJAIN 9,97,500 8.1801IN300118 HNO672

SECTOR14FARIDABAD121001

4. 10776003 RENUJAIN 9,97,500 8.1801IN300118 HNO.1443

SECTOR-14FARIDABAD121002

5, 10776036 TRISHLAJAIN 5,88,000 4,8220IN300118 HNO 1443

SECTOR-14FARIDABADFARIDABADHARYANA121002

r6. 11309785 SHOBHAJAIN 5,85,000 4.7974IN300118 A 24/A .' /

KAILASHCOLONY ~ \ ~ / .,' --, /NEWDELHI 110048 .

7. 10765808 CHETANJAIN 5,85,000 4.7974IN300118 A24A

KAILASHCOLONYRegistered Office: 104, MUKAND HOUSE COMMERCIAL COMPLEX AZADPUR, DElHI-l10033

Ph.: 011-27673522 Fax: 011-27676399 Email id : [email protected] our Website: www.focuslimited.in
mailto:[email protected]:///reader/full/www.focuslimited.inmailto:[email protected]:///reader/full/www.focuslimited.in


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NEW DELHI110048

8. 10775960IN300118

SATISH JAINHNO.1443SECTOR-14FARIDABAD121002

4,83,000 3.9609

9. 35306312IN302679

ALOK BAI\JSALINFOSYS TECH LTD PLOT NO 1

RAJIV GANDHI CHD TECH PARKNEAR MANIMAJRA KISHANGARHCHANDIGARH160101

2,94,000 2.4110

10 10901879IN302365

MUKESH GUPTA12,WEST MODEL TOWN,GHAZIABAD,UTIAR PARDESH201001

1,57,500

\. E $ O & : - .

1.2916

~ ~ ' ' ' l ~For ocus I n d ~ , ~ t r i a l esources limite . { ~ . .\i ,' . \ \ \t\... ' , /; 1 { ~ \ . , C-, ( 7 J - ~ ' _, ~ ~ ~ ~ , ~Pradeep Kumar Jindal(Managing Director)


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FOCUS INDUSTRIAL RESOURCES LIMITEDRegistlHed Office:11W,Mukand HWst',Commerr;ial Comph:x.Azadpur,Oclhl-11()OJJUnaudited financIal Results tor the Qualer 10th September 2011

PART I (Rs. in lakhsStale'mentof Unaudited Financial Results tor Quai1er aM Haft Year Ended Moaths Ended loth st;ptember 2012. Qualer Ended .. 6 Months Ended3 months

ende4)0...(19.:2012Preceding;1 corresponding,'\,. Yurto dme Vear to date 'tearendedmonth.. ~ ( j e d moliths@fldel: figures for figures forttle 31'{)3-201230.06.2012 3 )..()if..%01t C\Jrrent prelJ1oU$}IN'period ended ended 30-Ci

30.oS-ltl12 2011

(Reter Notes Below) ( U n a u d i t ~ l {Unaudited) Unaudited; (UnaudltN1J lAudlted,1 iJlcometrom operaflOl1 'i

I ') Net s sl \c;Oml: from operaliona 115,4 .,;" 132 211.7 27:;: 1C4A(Net ;;fe:o-cise d .1y)(b) Olhl r operillting It\come CO( '.DC 0.1 O.CC 0.1 215TDl:allncome from operation); (net) :15.4 96.2 133. 2117 27. 126.0

E : x p e n s ~ $(" C(l51 of malenals cOf Wmed DOC cee O.OC 0 O.()( O.OC(b) PUn;:.haset. of Muck-In-trade CO( '.DC ~ . ~ 9 ~ ~ ~ 0.0( 41.5C{tJ Clmnl lu If mvenlo";es 01 iimsJred 9000& wor k 49.8 >3 O.Oi _24.5I::: ~ ; ~ : ; : ~ : c ,rd,""';"",,, , , ~ 9a; 2.21 3.5< 180f 55' 10.1CO a o oSt DCC 1.2; 7>3I, C % o f ; ~ : '." 5.96 '''' 1 ) 1 1 36.5,shown seoariJIel,,",Total e"Xpt flus 06." 7 i'EA 122.53 15.05 7U13 prof t i [los,] 1rom oper;ttlons before other 48.6 40.>4 1.97 59X '1.6 49.9income rinanc ' costs and exeeDlionru t e m ~ [1-2

" Other income 0 Dec O.OC 0 O.OCIi Profit 1{l.Qu) ftom ordinary actIVIties betor. "" "" 59.2( 11.1" 49.'"nn:mce tosts and excepl10nalltems (3 . 4)I) Finance cos s a.or o.oc 'oc OOC 0.0 0.01 Profit I ~ L o n ) from otdinary 1Ic;tlvllies atr:et 45.51 '54 1.97 89.2 116< 49.'"finance c o , t ~ but before exceptional Items IS 6)a f . ) ( c e p t i ~ n a l items CO: ooc Jee 0.0 0.0 0.09 Profil l lLou) from ordinary actl . ltles bdofe lax 4S6l J.'A 1.9, 89.2 116( 49.'"117 'l1 IT"."""" O.DC 0.0 O.OC 0' 0.0 11,9111 Net Profit I (Loss) from ordinary at: vltles aner 4B,$ 40.54 ,9 89,2 lUi ( 38.Cltax (9 10

1 Extraol rary j t e m ~ {rei of all expMse Rs _ 0.0( 0.0 O.OC O.OC 0.0 0.0Lakm}N..rt Profit I (Loss.) forlhe period 111 12) ' 8 5 40.54 ,. 89,2 11.6 38.C1Share of prof: I (loss) of 3$&nelilles' OOC 0.0


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FOCUSINDUSTRI LRESOURCES LTDSince 1985)

Quarterly Compliance Report on Corporate GovernanceUnder Clause 49 of Listing AgreementName of the Company: Focus Industrial Resources LimitedQuarter ending on : 30th September, 2012

Particulars , Clause of I Compliance RemarksListing statusAgreement (Yes/Noj

L ~ ~ ~ I ~ + - __ ~ B ~ ~ a ~ r d ~ o f _ D _ i ~ r e c ~ r o ~ r ~ s ~ __r ~ 4 ~ 9 ~ 1 ~ _______ ~ - - - - ~ - - - - - - - - - - - - - - - - - - - - - - - - - - - - ~(Al Composition of Board 49(IA)_-i-__ 7 : Y : = _ e s = - - - - + - - - - - - - - - - - - - - ~ _ II (B) Non-executive directors' I 49(IB) Yes, . compensation & d i s c l o s u r e ~ ~ - - : - : : . - - : - ; : : . - : - - - - + - - - - - : - ; - - - - - 4 - ; ; ; ; . : - - - : : : - - - - - : - - : - - ~ -( C ) ~ I Other provisions as to Board I 49(IC) Yes The Board hasrevu3wedperiodica llyti1e]and Committees I I status of legal compliances arid steps :

I taken to rectify instances of non-Ii I \ compliance... ..(D) I Code of Conduct 49(10) Yes The Code of Conduct applies to alManaging Executive Directors and II employees. The codes have. bee.n po.sted II i on the website of the c o m p a ~ _ ~r - = : : I I , - - + - : : - - ~ , - A = u d , = - , - , i t Committee i 49 II I(A) Qualified & Independent Audit i 49(IIA) YesCommittee I

f - - , ( = ' B ) ' - - - l ~ Meeting of Audit Committee 49{IIB) Yes (Cl __ P ~ o ~ w ~ e ~ r ~ s o ~ f A ~ u d ~ i ~ t C ~ o ~ m ~ m ~ i t t ~ e ~ e __ ~ I - - ~ 4 ~ 9 ~ I I C ~ : ~ - - + _ - - - 7 : Y : = _ e = s - - - - + - - - _ - - - - - - - - - - - - - - - - - - - - - - - ii (D) Role of Audit Committee . 49 (110) Yes(E) Review of information by Audit ;i--- 49 -{ '-'II=E)'- Yes

Committee -:--_ __ - - c : - : - - : - : - : - - _ + - - - : - : - : : - - - - - + - - - - - - - - - - - - - ~ ... _II III Subsidiary companies 49 III NAIV Disclosures 49 IV (A) Basis of Related Party I 49 (IVA) Yes

(B)transactionsDisclosure of Accounting i 49 (IVB) Yes i

C)treatmentBoard ni


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. quity Capital:The Issued Subscribed Paid-Up Share Capital of the Company is Rs 12 19 41 990. TheShares of the Company are listed on Delhi Stock Exchange since June 02 1989 CalcuttaStock Exchange since March 2012.1. Shareholding pattern as per clause 35 of the Listing Agreement as on October 19,2012 is as mentioned below.

The Total number of shareholders in the Company as on 19th October 2012 are 516.

For Focus Industrial ~ e s o u r e s Ltd. .. d\

irector


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----

I

. Financial Performance:The Financial Performance as per audited balance sheets is as follows:

(Rs. in lacs)Year ended on Year ended on Year ended on

31.03.2012 31.03.2011 31.03.2010articulars(Audited) (Audited) (Audited)

Sales & Other Income 48.67 22.44Total Expenditure

126 0927.91 14.40

Profit After Tax76 11

14.42 5.60Fixed Assets (Net Block)

38 0012.68 9.24

Debtors28.78

4 80 0.09CreditorsSecured Loans 16.12

0.80

7.85Unsecured Loans 239 84 406.47 115.00q ~ ~ y p a i d U p ) m 1219 42 -! Reserves & Surplus 1667.30Dividend (%)

EPS(Rs.)

1681.4006 471.25 0 4194.........

. Un-Audited Quarterly Results: (Rs. in la cs)~ U l a r s Quarter Ended30.06.2012 Quarter Ended31.03.2012 Quarter Ended31.12.2011

ales & Other Income 96.24 95.10 13.50Total Expenditure 557.0 13.33 8.63Profit After Tax 40.54 54.08 4.87Paid up Capital 1219.42 1219.42 1219.42E.P.S. (Rs) 1.33 1.33 0.40

\y, ,, ~~ l ~ irector


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f. Un-Audited Quarterly Results: {Rs in lacs)IIIIJI

Particulars i Quarter Ended30 06 2012 Quarter Ended31 03 2012 Quarter Ended31 12 2011Net Sales & Other Income 96,24,000 95,10,000 13,50,000 ITotal Expenditure 55,70,0000 13,33,000 8,63,000I Profit After Tax 40,54,000 54,08,000 4,87,000I Paid up CapitalI 12,19,42,000 12,19,42,000 12,19,42,000E.P.S. Rs) I 1.33 1.33 0.40 IBoard of Directors as on date:

Source: Annual Report 2011-12)j-Sr:-No. I Name . I Designation + whetherTndependent II : or promoter I

~ l . _ = ~ = = ~ ~ J ~ ~ : I - - M a ~ i ~ ~ ~ : ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ t e r ) 11 - ~ 3 _ ~ - ~ ~ ~ ~ M a f h V T ~ ~ : ~ n ~ a ~ _ a r - r - D i r e c : : ~ I ~ ~ ~ n d e n t ) IC4 i ~ a n t a n u K u m a r _ ~ : ~ ~ _ ~ ~ ~ i r e c t o r _ l n d e p e n ~ = ~ ~ ~ ~ ~

irector


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Financial Performance:The Financial Performance as per audited balance sheets is as follows:

(Rs. in lacs)Particulars

earen e on31.03.2012

y d d ear en e on31.03.2011

y d d T d ~ar en e on i31.03.2010(Audited) (Audited) (Audited)

Sales Other Income 126.09 48.67 22.44Total ExpenditureProfit After Tax

Fixed Assets (Net Block)

76.1138.0028.78

27.9114.4212.68

I

I

14.405.609.24

Advances 1531.65 1458.60 958.44Deposits .50 .50 .50 Borrowings 255.97 7.85Equity (Paid up)Reserves SurplusDividend (%)

1219.42906.47

406.471681.40..... .... 115.001667.30 j

iEPS i .41 i

~ o r Focus Industrial Res ources ltd. '.V :(tti7 \ ~ l

irector

2012125113039im-trading approval-4.12.12 FOCUS.pdf

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